Planned Board Changes
DCC PLC
22 February 2007
Planned Board Changes
On 26 May 2006, in a Stock Exchange announcement, DCC plc informed the market
that the Chairman, Alex Spain, intended to retire as Chairman and from the
Board in advance of the annual general meeting in 2007. He will retire on
30 June 2007.
In that Stock Exchange announcement, it was noted 'The Nomination Committee
keeps Board renewal, structure, size and composition under regular review,
including the skills, knowledge and experience required. The Committee has
particular regard to the leadership needs of the organisation, both executive
and non-executive, and therefore gives full consideration to succession
planning for the chairman and chief executive.'
In considering succession planning for the retiring Chairman, Alex Spain, and
the role of the Chief Executive, Jim Flavin, the Nomination Committee has been
significantly influenced by the following considerations:
• The DCC business model has generated superior investment returns for
shareholders since flotation in 1994. However the diversity of the business
model, while reducing risk, makes DCC more complex from a management
perspective. Each of its five market sector divisions need to be as
competitive and informed as singly focused company competitors.
In addition, group added value must be constantly sought and achieved
through group synergies, procurement initiatives, management development,
best practice, etc. Consequently day-to-day operational leadership and the
achievement of operational excellence is more demanding in DCC.
• The Chief Executive, Jim Flavin, has recommended that it is now timely
to bring increased focus to DCC's overall strategic direction to ensure
that it is best positioned for sustainable long-term growth. The Board is
in full agreement with this recommendation. This strategic review should
be carried out without too much distraction from day-to-day operational
matters.
• As the founder of DCC, Jim Flavin has played a very hands-on role as
Chief Executive/Deputy Chairman. Since its foundation in 1976, he has been
the central driving force, leading a highly skilled and committed executive
team. He is willing and motivated to play a continuing important and active
role in the further growth and development of DCC.
Arising from these considerations the Nomination Committee, having consulted
with the non-executive directors who are not on the Committee, with major
shareholders and with the Irish Association of Investment Managers, recommended
to the Board that, on the retirement of Alex Spain as Chairman,
- Jim Flavin should take over the chairman's role and, for a three-year
transition period, should be an executive chairman with primary
responsibility for strategy development.
- Tommy Breen, DCC's Chief Operating Officer, should be promoted to the
position of Group Managing Director. In this role, he should take on
significant elements of Jim Flavin's current chief executive
responsibilities and should have primary responsibility for day-to-day
operational matters.
Tommy Breen, who is an Economics graduate of Queen's University Belfast
and a Chartered Accountant, joined DCC in October 1985. During his period
with DCC he has gained broad experience and knowledge of the DCC Group.
He has served at a senior management level as managing director of three
of DCC's five divisions, namely DCC Energy, DCC SerCom and DCC
Environmental Services, and became Group Chief Operating Officer in
July 2006.
Corporate Governance
In accordance with provision A.4.1 of the Combined Code on Corporate Governance
('the Code'), the majority of the members of the Nomination Committee are
independent non-executive directors and the Chairman of the Board, who is also
chairman of the Nomination Committee, did not chair the meeting dealing with the
appointment of his successor. The Committee was also in compliance with Code
provision A.4.3 in relation to the preparation of a detailed job specification.
Following the retirement of Alex Spain, the Board will have six non-executive
directors and three executive directors. These six non-executive directors are
Tony Barry, Roisin Brennan, Michael Buckley, Paddy Gallagher, Maurice Keane and
Bernard Somers. Collectively they have extensive board experience in leading
public companies and have deep knowledge of corporate governance best practice.
The Board believes they are all fully independent.
In making their recommendation the Nomination Committee, having consulted with
the non-executive directors who are not on the Committee, have sought to
carefully balance the requirements of the Code with what they believe to be in
the best interests of shareholders.
The Committee also considered Code provision A.2.1 relating to the division of
responsibilities between the chairman and the chief executive. In setting out a
detailed statement of the role and responsibilities of the executive chairman,
the Committee has defined the distinctive but complementary role of the
executive chairman to the role and responsibilities of the group managing
director, which the Committee set out in a separate comprehensive statement.
The Nomination Committee also considered Code provision A.2.2 and believe for
the reasons set out earlier in this statement that it is appropriate and in
shareholders' interest that the chief executive should become chairman. Major
shareholders have been consulted in advance as required by this Code provision.
The Irish Association of Investment Managers has also been consulted.
The Board is in compliance with Code provision A.1.3. As required by this
provision, the non-executive directors, led by the senior independent director,
will meet without the executive chairman present at least annually to appraise
his performance and on such other occasions as are deemed appropriate.
Board Decision
At a meeting of the full Board it was unanimously decided to accept the
recommendation of the Nomination Committee and accordingly on 1 July 2007 Jim
Flavin will become Executive Chairman and Tommy Breen will become Group Managing
Director.
For reference:
Jim Flavin, Chief Executive/Deputy Chairman
Telephone: +353 1 2799400
Note to Editors
DCC plc is a sales, marketing and business support services group focused on the
energy, IT and entertainment products, healthcare, food and beverage and
environmental markets. DCC's shares are listed on the Irish and London Stock
Exchanges. DCC's market capitalisation is approximately €2.2 billion.
This information is provided by RNS
The company news service from the London Stock Exchange